Butch Cassidy and the Sundance Kid is so quintessentially 1969 that, had William Goldman not been around to write it or George Roy Hill able to direct it, it would nevertheless have been birthed by the air and the mindset and the swirling catastrophe that was worming its way through American culture and cinema like a beautiful sickness. The film is the rare confluence of performers, director, screenwriter, and atmosphere of heady implosion that doesn’t just make it a great movie, but an important one within the context of both the Western genre and mainstream film. It has humor, but it’s not slapstick; it has heart, but it’s not melodramatic; it has brains, but doesn’t sink beneath the weight of its cleverness. What’s more, it invented the modern buddy movie; it took a story set in the expanse of the Old West and played it for intimate, human-scale emotions; it watches the heroes run away instead of fight; it inverts its genre in a powerful instance of self-reflexive storytelling; and on top of all that, it manages to somehow act on a meta level as a forlorn farewell to the cowboy epics of the past and to the turbulent decade that had preceded it. It’s not just that the world — for Butch and Sundance, and for the viewers at the time — was already changing. It’s that nobody could even remember what it used to be like anymore. The choice isn’t between the good old days and a brave new world, but between a cold, unwelcoming destiny and a youth that might never have even been.

The film opens perfectly with the title card, “Most of what follows is true,” before unspooling a sepia-toned newsreel detailing the exploits of bank robber Butch Cassidy and his Hole in the Wall Gang. Hill keeps the vintage color for the opening sequence to introduce the two main characters, Butch (Paul Newman) and Sundance (Robert Redford), and the shifted color both adds to the film’s pseudo-historical feel and helps elevate these men to even greater iconic status — these aren’t men, these are proto-men, some unformed idea of manhood and lawlessness. Butch saunters into a bank one afternoon and gives it a quick once-over, noting the newly installed alarms and panic buttons behind the teller’s desk. “What happened to the old bank?” he asks the security guard. The response — that the old kept getting robbed, hence the alarms — drives right to the heart of Butch’s problem, and it’s one that will run him down until the film’s final frame: The world is moving on, and nobody bothered to tell him. Hill shifts the action to Sundance, locking the camera on Redford in a lengthy close-up that lets his eyes carry the energy of the scene in a way barely seen before or since. It must be noted that Redford was still next to nobody at this point in his film career; aside from Barefoot in the Park and some Broadway success, he wasn’t nearly the star that Newman was at the time. But his first scene as Sundance establishes him as a presence equally as strong and vital as Butch, as he plays cards and eventually and calmly shoots his way out of trouble. There’s no music to underscore the scene, either, and Hill only uses maybe 15 minutes of music in the entire 110-minute film, and that’s including the classic but deeply flawed “Raindrops Keep Fallin’ On My Head” sequence, which is definitely coming into the discussion later. The point is that Hill, from the start, is making practically an anti-Western, using no major musical themes or cues and having his heroes walk onstage with all the fanfare of a man ambling up to a bus stop. And it works.

The plot of the film is almost ludicrously simple: Butch and Sundance hang out and do outlaw things, like rob trains and loiter in saloons and sleep with hookers. But even here, Hill and Goldman invert what would be standard for the genre. After holding up a train, the action shifts to the town, where the local sheriff is attempting to round up a posse and fire up the citizenry in hopes of motivating them to fight back against those rascals who stole all that money. But the sheriff has no luck, and what’s more, Butch and Sundance are actually hanging out on the balcony of the saloon across the street, watching the sheriff’s vain attempts at preaching to the townsfolk — Butch with an easy grin on his face, Sundance more withdrawn, as if he’s never quite sure he’s out of danger. Redford’s performance is fantastically understated, giving Newman most of the room to do the broader humor and propel the duo forward with his clownish energy. But Redford takes a slightly greater risk by staying subdued, a lethal gunslinger carrying the weight of every score and every enemy on his back.

Even when he shuffles off into the night to the home of girlfriend Etta Place (Katharine Ross), he’s never really happy. That’s why the role-playing scene that introduces Etta has so much power: Sundance, apparently having broken into her home, surprises her in her bedroom and orders her to strip at gunpoint in what’s easily the most erotic quasi-kidnapping ever filmed. And sure, it’s cute when Etta’s faux terror gives way to exasperation at his tardiness, and they kiss, and fade to black, and everything’s fine; but Sundance never smiles. He doesn’t love Etta, and maybe doesn’t even like her; it’s the idea of her that draws him in, of warmth and sex and a hot meal and someone to look after him and for him to protect, too. Hill and Goldman deserve credit for never forcing a love triangle from Sundance-Etta-Butch, because there simply isn’t one there. That’s not to say they don’t all love each other, or that Butch isn’t portrayed as having some level of (maybe) platonic feelings for Etta. He takes her on a bicycle ride in the musicalized “Raindrops” sequence that feels for all the world like a terrible music video from the period, and it’s clear her likes her. But it’s just that that cheap romantic subplot would feel false here, and would pull the story away from the sweeping and more engaging story at its heart: The flight of Butch and Sundance from the law and their own pasts into a shining and doomed future of their own making.

Because the heart of the film is just that: One giant chase sequence that runs about 27 minutes, and which features Butch and Sundance running from a super posse led by lawman Joe Lefors, always wearing his trademark white straw hat, with a few other legendary riders. The posse pursues Butch and Sundance for days over every type of terrain, never falling for any of the duo’s evasive tricks, always never more than a hilltop away. The viewer never even sees Lefors or any of the other members of the posse up close; hell, they’re never more than specks on a dust horizon. But they’re out they’re, coming hard and fast, and that’s too much for Butch and Sundance. This is why the “Raindrops” sequence from before rings so false: It’s not merely a clunky, aberrant piece of filmmaking woven into a larger masterpiece, but the tone and lyrics are patently at odds with everything Butch and Sundance are about; these guys aren’t worry-free in the slightest, but hunted men, living on the run or in hiding every day. The film further subverts the genre’s typically strong and informed heroes by having Butch and Sundance utterly confounded by the skill of their pursuers. They almost don’t want to believe it’s Lefors on their tail, claiming that he’s a Wyoming man and never leaves the state. It’s as if they don’t want to admit to themselves that a lawman could be breaking his own set of rules just to pursue them, because if both sides are bending the rules, where will order come from? The wry joking between Butch and Sundance as they run isn’t a refutation of fear, but the only way they have to express it. And that’s a big part of what made the film such a standout in its time and continues to make it one: These guys, these antiheroes, are mediocre at what they do and absolutely terrified of the lawmen on their tail and a destiny they can’t see. For anyone who wasn’t convinced before, the chase sequence ends with basically a giant screaming metaphor as Butch and Sundance, chased up a hill and surrounded, run off a cliff and jump blindly to the rocks below, a fall that would kill mortal thieves but that doesn’t even put a scratch on these two mythologized outlaws.

Because that’s ultimately what these men are: They are living myths, the onscreen representations of versions of men who once lived, and whose tale has grown with the telling. And you couldn’t pick two more naturally compatible actors than Redford and Newman, swaggering around with almost unnerving ease and grace. Butch Cassidy and the Sundance Kid invented the entire concept of the two-character buddy action-comedy, and it did it so well for Fox that a few years later Universal tried — and succeeded — to rebottle lightning by putting Newman, Redford, and Hill together again for The Sting in 1973, the second and (for now) final time the two men would share the screen. But here, in their first pairing, they turn in wonderful performances. Newman embodies the idea of leadership even as he runs around like a kid, and Redford is equally adept at playing the kind of dark antihero he rarely got to play. Yet as talented as they are, it’s important that they’re also two impossibly handsome men, blue-eyed and young and somehow more physically present than the male stars of today. Ross is equally stunning, and they’re all perfectly photographed by cinematographer Conrad Hall, adding to the feeling that these beautiful people are somehow bigger than life, stories that have come right off the page or screen and are walking around, toying with us.

After their narrow escape from Lefors, Butch and Sundance decide to take refuge in Bolivia, and the third act of the film follows them as they travel to South America with Etta, learn Spanish, rob local banks, and try to live it up as best they can. But the final chunk of the film takes on an oddly formal air of finality, as if not even Hill and Goldman can get these guys out of the impossible situation they’ve made of their lives. A scene deleted from the original print and recently recovered deals with Etta’s decision to leave the boys and head home to the States, and she finally leaves them while they’re all at the movies one night. Butch and Sundance are flanking her in the theater, idly drinking during the newsreel, while Etta watches the film of New York and realizes that her life, her future, is back there with the rest of the world, and that she’s no longer a part of a trio, but a sad, third wheel accompanying two men who are too far gone to do anything but see their lives through to the bitter end. Butch and Sundance see themselves then in the newsreel, in a reenactment relaying the story of their purported death and capture, and though Hill rightly cut the scene for being what he called a “contrivance,” he was right on when it comes to the underlying point: “I liked the idea of these guys having lived so long that they now became myths, and they were images which they, in a way, had to live up to.” Hill has fashioned the ultimate myth-making movie, so powerful and unconventional and forward-thinking and just plain good that it drove home the final coffin nail in old westerns even as it opened up a world of ideas for new ones. Butch and Sundance were real men, too, but their actual exploits have long since become tangled with Hill’s film version, which has proven so rightly popular that it’s become ingrained into the pop subconscious as the way things were. In this regard, Hill’s revisionist western winds up as the ultimate example of the line from the classic The Man Who Shot Liberty Valance, directed by the greatest director of conventional westerns, John Ford: When the legend becomes fact, print the legend.

Daniel Carlson is the managing editor of Pajiba and a low-level employee at a Hollywood industry magazine. You can visit his blog, Slowly Going Bald.